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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
______________________
Date of Report (Date of earliest event reported): March 2, 2026
GERMAN AMERICAN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Indiana
(State or other jurisdiction of incorporation)

001-15877 | 35-1547518
(Commission File Number) | (IRS Employer Identification No.)
711 Main Street |
Jasper, | Indiana | 47546
(Address of Principal Executive Offices) | (Zip Code)

Registrant’s telephone number, including area code: (812) 482-1314
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[☐] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[☐] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[☐] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[☐] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [☐]
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, no par value |  | GABC |  | Nasdaq Global Select Market

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Executive Officer Compensation.
On March 2, 2026, the Board of Directors (the “Board”) of German American Bancorp, Inc. (the “Company”), by the vote of the members of the Board who are not “interested directors” within the meaning of Nasdaq rules, approved the Company’s 2026 Management Incentive Plan applicable to each of the executive officers of the Company, including those executive officers who will be individually named in the Company’s compensation disclosures in its upcoming annual meeting proxy statement, all as recommended by the Compensation/Human Resources Committee of the Board. The terms of the Plan are set forth in Exhibit 10.1 filed herewith and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.

(d) | Exhibits |  |
| Exhibit No. |  | Description
| 10.1 |  | German American Bancorp, Inc. 2026 Management Incentive Plan (applicable to Named Executive Officers).
| 104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document).

* * * * * *

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| GERMAN AMERICAN BANCORP, INC.
Date: March 5, 2026 | By: | /s/ D. Neil Dauby
|  | D. Neil Dauby, Chairman & Chief Executive Officer